SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D. C.  20549

                   FORM 10-Q/A (Amendment No. 1)
                           (Mark One)

      |X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

          For the quarterly period ended June 30, 1997

                               OR
     [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

            For the transition period from        to

                  Commission file number 1-8607





                      BELLSOUTH CORPORATION
     (Exact name of registrant as specified in its charter)


            Georgia                       58-1533433
      (State of Incorporation)          (I.R.S. Employer
                                    Identification Number)


   1155 Peachtree Street, N. E., Atlanta, Georgia  30309- 3610
    (Address of principal executive offices)       (Zip Code)
    
           Registrant's telephone number 404 249-2000

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes    X    No ___

At July 31, 1997, a total of 991,394,906 common shares were
outstanding.

                      Table of Contents


Item                                                             Page
                            Part I
 1.  Financial Statements                                         3
         Consolidated Statements of Income                        3 
         Consolidated Balance Sheets                              4 
         Consolidated Statements of Cash Flows                    5 
         Notes to Consolidated Financial Statements               6 
         Selected Operating Data                                 10
         
 2.  Management's Discussion and Analysis of Results of
     Operations and Financial Condition                          12
        Results of Operations                                    13
            Volumes of Business                                  13
            Operating Revenues                                   14
            Operating Expenses                                   16
            Other Income Statement Items                         18
        Financial Condition                                      19
        Regulatory Developments and Competition                  20
            Federal Developments                                 20
            State Developments                                   21
        Other Matters                                            21
            Sale of Operations                                   21
            Brazil Wireless Auctions                             22
            Competitive Local Exchange Carrier                   22

                           Part II
 4.  Submission of Matters to a Vote of
        Security Holders                                         23
 6.  Exhibits and Reports on Form 8-K                            24


                PART I - FINANCIAL INFORMATION
                               
                     BELLSOUTH CORPORATION
                CONSOLIDATED STATEMENTS OF INCOME
                           (Unaudited)
             (In Millions, Except Per Share Amounts)


                              For the Three Months    For the Six Months
                                  Ended June 30,         Ended June 30,
                                 1997       1996        1997       1996
Operating Revenues:
 Network and related services:
  Local service               $ 2,068     $ 2,021    $ 4,172   $  3,951
  Interstate access               928         871      1,845      1,780
  Intrastate access               186         202        404        420
  Toll                            186         198        360        405
 Wireless communications          815         691      1,580      1,316
 Directory advertising and
  publishing                      400         367        761        685
 Other services                   340         270        646        604
   Total Operating Revenue      4,923       4,620      9,768      9,161

Operating Expenses:
 Cost of services and
  products                      1,536       1,499      2,958      2,967
 Depreciation and
  amortization                    977         917      1,937      1,820
 Selling, general and
  administrative                1,186       1,016      2,296      2,003
   Total Operating Expenses     3,699       3,432      7,191      6,790

Operating Income                1,224       1,188      2,577      2,371

Interest Expense                  187         174        370        354
Gain on Sale of Paging
  Business                         --          --         --        442
Other Income, net                  33          16         26         52

Income Before Income Taxes      1,070       1,030      2,233      2,511
Provision for Income Taxes        416         401        886        912

Net Income                    $   654     $   629    $ 1,347   $  1,599

Weighted Average Common
  Shares Outstanding              992         994        992        994
Dividends Declared Per Common
 Share                         $  .36      $  .36     $  .72     $  .72
Earnings Per Share             $  .66      $  .63     $ 1.36     $ 1.61






The accompanying notes are an integral part of these consolidated
                      financial statements.


                      BELLSOUTH CORPORATION
                   CONSOLIDATED BALANCE SHEETS
             (In Millions, Except Per Share Amounts)

                                                  June 30,    December 31,
                                                    1997          1996
                                                (Unaudited)
                    ASSETS
Current Assets:
 Cash and cash equivalents                    $   1,308      $   1,178
 Temporary cash investments                          58             51
 Accounts receivable, net of allowance for
  uncollectibles of $198 and $180                 4,064          4,087
 Material and supplies                              409            451
 Other current assets                               487            531
     Total Current Assets                         6,326          6,298

Investments and Advances                          2,816          2,430
Property, Plant and Equipment:
 Property, Plant and Equipment                   51,364         50,059
 Accumulated Depreciation                        29,424         28,234
   Property, Plant and Equipment, net            21,940         21,825

Deferred Charges and Other Assets                   608            610
Intangible Assets, net                            1,705          1,405

 Total Assets                                 $  33,395      $  32,568
                                    
     LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
 Debt maturing within one year                $   2,666      $  2,124
 Accounts payable                                 1,661         1,446
 Other current liabilities                        2,870         2,871
   Total Current Liabilities                      7,197         6,441
Long-Term Debt                                    7,406         8,116
Deferred Credits and Other Liabilities:
 Accumulated deferred income taxes                1,906         1,899
 Unamortized investment tax credits                 246           278
 Other liabilities and deferred credits           2,657         2,585
   Total Deferred Credits and Other
     Liabilities                                  4,809         4,762
Shareholders' Equity:
 Common stock, $1 par value                       1,010         1,009
 Paid-in capital                                  7,761         7,697
 Retained earnings                                6,178         5,541
 Shares held in trust and treasury                 (533)         (532)
 Guarantee of ESOP debt                            (433)         (466)
   Total Shareholders' Equity                    13,983        13,249

 Total Liabilities and Shareholders' Equity   $  33,395     $  32,568




The accompanying notes are an integral part of these consolidated
                      financial statements.

                        BELLSOUTH CORPORATION 
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Unaudited)
               (In Millions, Except Per Share Amounts)
                                                            For the Six
                                                            Months Ended
                                                              June 30, 
                                                           1997      1996
   Cash Flows from Operating Activities:
    Net income                                          $  1,347  $ 1,599
      Adjustments to net income:
       Depreciation and amortization                       1,937    1,820
       Gain from sale of paging business                      --     (442)
       Net losses and dividends from unconsolidated
        affiliates                                           147      136
       Provision for uncollectibles                          125      113
       Deferred income taxes and unamortized
         investment tax credits                               14       68
       Net change in:
        Accounts receivable and other current assets        (126)    (146)
        Accounts payable and other current liabilities       200     (438)
        Deferred charges and other assets                   (151)    (164)
        Other liabilities and deferred credits                (2)      99
       Other reconciling items, net                            3      (89)
          Net cash provided by operating activities        3,494    2,556

   Cash Flows from Investing Activities:
    Capital expenditures                                  (1,978)  (2,185)
    Proceeds from sale of paging business                     --      930
    Proceeds from disposition of short-term
     investments                                             145       67
    Purchases of short-term investments                     (152)     (31)
    Investments in and advances to unconsolidated
     affiliates                                             (341)    (247)
    Other investing activities, net                         (131)      15
        Net cash used for investing activities            (2,457)  (1,451)

   Cash Flows from Financing Activities:
    Proceeds from short-term borrowings                    9,375   12,649
    Repayments of short-term borrowings                   (9,538) (13,112)
    Proceeds from long-term debt                              30       56
    Repayments of long-term debt                             (19)    (527)
    Dividends paid                                          (713)    (715)
    Other financing activities, net                          (42)       2
        Net cash used for financing activities              (907)  (1,647)

   Net Increase (Decrease) in Cash and Cash
    Equivalents                                              130     (542)
   Cash and Cash Equivalents at Beginning of Period        1,178    1,711
   Cash and Cash Equivalents at End of Period           $  1,308  $ 1,169







The accompanying notes are an integral part of these consolidated
                      financial statements.


                      BELLSOUTH CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Unaudited)
             (In Millions, Except Per Share Amounts)

Note A -- Preparation of Interim Financial Statements

     The consolidated financial statements of BellSouth
Corporation (BellSouth) have been prepared in accordance with
the rules and regulations of the Securities and Exchange
Commission (SEC).  Certain amounts have been reclassified from
previous presentations. These consolidated financial statements
include estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent
assets and liabilities and the amounts of revenues and
expenses.  Actual results could differ from those estimates. In
the opinion of BellSouth, these statements include all
adjustments necessary for a fair presentation of the results of
all interim periods reported herein.  All adjustments are of a 
normal recurring nature unless otherwise disclosed.  Certain 
information and footnote disclosures prepared in accordance with 
generally accepted accounting principles have been either condensed or
omitted pursuant to SEC rules and regulations. BellSouth
believes, however, that the disclosures made are adequate for a
fair presentation of results of operations, financial position
and cash flows.  These consolidated financial statements should
be read in conjunction with the consolidated financial
statements and accompanying notes included in BellSouth's
latest annual report on Form 10-K and previous quarterly report
on Form 10-Q.

                        BELLSOUTH CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued) 
                            (Unaudited)
                   (In Millions, Except Per Share Amounts)

Note B -- BellSouth Corporation Consolidated Shareholders' Equity

                           Number of Shares             Amount
                         --------------------     ----------------
                                      Shares
                                       Held
                            Common      in       Common    Paid-in
                             Stock     Trust      Stock    Capital
                                        and
                                     Treasury
                                        (1)
Balance at
December 31, 1996           1,009        (18)     $1,009    $7,697

Net Income

Dividends declared

Shares issued for:
 Employee benefit plans                    1                   (12)
 Grantor Trusts                 1         (1)          1        60
 Acquisitions                              2                     8

Purchase of
  Treasury Stock                          (1)

ESOP activities and
related tax benefit

Foreign currency
translation
adjustment                                                       8
                           ______     ______      ______    ______
Balance at June 30, 1997    1,010        (17)     $1,010    $7,761
                           ======     ======      ======    ======

(1)  Such shares are not considered to be outstanding for financial
reporting purposes.  As of June 30, 1997 there were approximately 17
million shares held in trust and 400 thousand treasury shares held by the
company.


                  BELLSOUTH CORPORATION
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                      (Unaudited)
         (In Millions, Except Per Share Amounts)

Note B -- BellSouth Corporation Consolidated Shareholders' Equity

               ------------------------- Amount ---------------------

                                        Shares    Guarantee
                                         Held      of ESOP
                         Retained         in        Debt
                         Earnings       Trust
                                         and                   Total
                                       Treasury
                                         (1)
Balance at
December 31, 1996         $5,541       $(532)       $(466)    $13,249

Net Income                 1,347                                1,347

Dividends declared          (714)                                (714)

Shares issued for:
 Employee benefit plans                   40                       28
 Grantor Trusts                          (61)                      --
 Acquisitions                             89                       97

Purchase of
Treasury Stock                           (69)                     (69)

ESOP activities
and related tax benefit        4                       33          37

Foreign currency
translation adjustment                                              8
                          ______       ______       ______    _______
Balance at June 30, 1997  $6,178       $(533)       $(433)    $13,983
                          ======       ======       ======    =======

 (1)  Such shares are not considered to be outstanding for financial
reporting purposes.  As of June 30, 1997 there were approximately 17
million shares held in trust and 400 thousand treasury shares held by
the company.





                       BELLSOUTH CORPORATION
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
                        (Unaudited)
              (In Millions, Except Per Share Amounts)

Note C -- Supplemental Cash Flow Information

                                      For the Six Months
                                        Ended June 30,
                                      1997         1996
Cash Paid For:
   Income taxes                      $ 830        $ 689
   Interest                          $ 350        $ 373

Noncash Investing and Financing Activities:

   Shares issued to grantor trusts   $  61        $  35
   Shares issued for acquisitions    $  97        $  --
   
   
Note D -- South Carolina Regulatory Settlement

On April 29, 1997, BellSouth Telecommunications, the South
Carolina Public Service Commission and other parties to
proceedings related to claims of alleged overearnings for the
years 1992 through 1994 agreed on a settlement.  Under the terms
of the settlement, BellSouth Telecommunications will pay $72 to
its customers. Accordingly, in the second quarter of 1997,
BellSouth reduced operating revenues by $72 ($47 or $.05 per
share after tax) in connection with the settlement.


Note E -- Sale of Paging Subsidiary

     In January 1996, BellSouth sold to MobileMedia Corporation
its paging subsidiary, Mobile Communications Corporation of
America (MCCA), and its two-way nationwide narrowband personal
communications services license for a total of $930. The pretax
gain on such sale was $442 ($344 or $.35 per share after tax).


Note F -- Derivative Financial Instruments


BellSouth generally enters into derivative financial instruments
only for hedging purposes. Deferred accounting is applied when
the derivative reduces the risk of the underlying hedged item
effectively as a result of high inverse correlation with the
value of the hedged item. If a derivative instrument either
initially fails or later ceases to meet the criteria for deferral
or settlement accounting, any subsequent gains or losses are
recognized currently in income.

                      BELLSOUTH CORPORATION
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                            (Unaudited)
             (In Millions, Except Per Share Amounts)
                                
Note F -- Derivative Financial Instruments (continued)

Foreign exchange forward contracts are carried at fair value on
the consolidated balance sheets.  Gains and losses on foreign
exchange forward contracts used as currency hedges of existing
assets or liabilities are deferred and offset the deferred losses
and gains of the underlying asset or liability.  The net effect is
ultimately recognized in income as the underlying transaction
matures.  Gains and losses related to qualifying hedges of firm
commitments also are deferred and are recognized in income or as
adjustments of carrying amounts when the hedged transaction
occurs. 

Currency swap contracts entered into as hedges of existing assets
and liabilities are carried at fair value in the consolidated
balance sheets.  Gains and losses on currency swaps are deferred
and offset against the deferred currency losses and gains of the
underlying asset or liability.  The net effect is ultimately
recognized in income as the underlying transaction matures.


Interest rate swap agreements are treated as off-balance sheet
financial instruments.  Receipts or payments resulting from these
instruments are recognized as adjustments to interest expense as
received or paid.




                      BELLSOUTH CORPORATION
                      SELECTED OPERATING DATA
                            (Unaudited)
                                 
                                                    Percent Change
                                                  1997 vs.  1996 vs.
                                            1997    1996      1995
Network Access Lines in Service at June 30 (Thousands)(a):
By Type:
  Residence                                15,511    3.8%      3.5%
  Business                                  6,936    6.4       8.7
  Other                                       270    3.1       2.3
       Total Access Lines                  22,717    4.6       5.0

By State:
  Florida                                   6,066    5.5       5.4
  Georgia                                   3,887    5.0       7.1
  Tennessee                                 2,605    4.2       4.6
  North Carolina                            2,284    6.0       5.2
  Louisiana                                 2,227    3.5       3.5
  Alabama                                   1,894    3.4       4.1
  South Carolina                            1,375    3.8       4.0
  Mississippi                               1,220    3.1       3.5
  Kentucky                                  1,159    3.2       3.6
      Total Access Lines                   22,717    4.6       5.0

                                                  Percent Change
                                               for the Periods Ended
                                                  1997 vs.  1996 vs. 
                                            1997    1996      1995
                                            
Access Minutes of Use (Millions)(a)(b):
  Interstate:
   Three months ended March 31             17,721    6.4%     10.1%
   Three months ended June 30              18,552   10.1       8.0
   Six months ended June 30                36,273    8.3       9.0

  Intrastate:
   Three months ended March 31              5,552    8.4      13.0
   Three months ended June 30               5,873   12.2       9.3
   Six months ended June 30                11,425   10.3      11.1

  Total Access Minutes of Use:
   Three months ended March 31             23,273    6.9      10.8
   Three months ended June 30              24,425   10.6       8.3
   Six months ended June 30                47,698    8.8       9.5

Toll Messages (Millions)(a):
   Three months ended March 31                230  (18.1)    (24.1)
   Three months ended June 30                 232  (10.5)    (27.0)
   Six months ended June 30                   462  (14.5)    (25.5)

                       BELLSOUTH CORPORATION
               SELECTED OPERATING DATA  (Continued)
                            (Unaudited)
                                 
                                 
(a)  Prior period operating data are often revised at later dates
to reflect updated information.  The above information reflects the
latest data available for the periods indicated.

(b)   Minutes of Use are classified as either interstate or
intrastate based on the percentage interstate usage factor.  This
factor is updated periodically.

Cellular and Personal Communications Service (PCS) Customers Served
at June 30(Equity basis)(Thousands)(c):

                                                     Percent Change
                                                   1997 vs.   1996 vs.
                                            1997    1996       1995

Domestic Cellular                           3,901   20.7%     31.1%
International Cellular                      1,784   82.8     102.9
PCS                                            65    --        --

(c) Includes customers served based on BellSouth's ownership
percentage in all markets served.


                                         For the Six
                                         Months Ended
                                           June 30,
                                             1997
Ratio of Earnings to Fixed Charges (d)       6.32

(d) For the purpose of this ratio: (i) earnings have been
calculated by adding income before income taxes, gross interest
expense, such portion of rental expense representative of the
interest factor on such rentals and equity in losses from less-
than50%-owned investments (accounted for under the equity method
of accounting) less the excess of earnings over distributions from
less-than-50%-owned investments (accounted for under the equity
method of accounting); (ii) fixed charges are comprised of gross
interest expense and such portion of rental expense representative
of the interest factor on such rentals.

                       BELLSOUTH CORPORATION
 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
                        FINANCIAL CONDITION
          (Dollars in Millions, Except Per Share Amounts)
                                 
 Management's Discussion and Analysis of Results of Operations and
     Financial Condition (MD&A) should be read in conjunction
       with MD&A in BellSouth Corporation's (BellSouth)
          latest annual report on Form 10-K and previous
                  quarterly report on Form 10-Q.
                  
BellSouth is a holding company headquartered in Atlanta,
Georgia whose operating telephone company subsidiary,
BellSouth Telecommunications, Inc. (BellSouth Telecommunications), serves,
in the aggregate, approximately two-thirds of the population and
onehalf of the territory within Alabama, Florida, Georgia,
Kentucky, Louisiana, Mississippi, North Carolina, South Carolina
and Tennessee.  BellSouth Telecommunications primarily provides
local exchange and toll communications services within geographic
areas, called Local Access and Transport Areas (LATAs), and
provides network access services to enable interLATA and
intraLATA communications using the long-distance facilities of
interexchange carriers.  Through subsidiaries, other
telecommunications services and products are provided primarily
within the nine-state BellSouth Telecommunications region.
BellSouth Enterprises, Inc. (BellSouth Enterprises), another
wholly-owned subsidiary, owns businesses providing primarily
wireless and international communications services and
advertising and publishing products.

Approximately 69% and 72% of BellSouth's Total Operating Revenues
for each of the six-month periods ended June 30, 1997 and 1996
were from wireline services provided by BellSouth
Telecommunications. Charges for local, access and toll services
for the six-month period ended June 30, 1997 accounted for
approximately 62%, 33% and 5%, respectively, of the wireline
revenues discussed above. Revenues from wireless communications
services and directory advertising and publishing services
accounted for approximately 16% and 8%, respectively, of Total
Operating Revenues for the six months ended June 30, 1997.  The
remainder of such revenues was derived principally from sales and
maintenance of customer premises equipment and other nonregulated
services provided by BellSouth Telecommunications.


RESULTS OF OPERATIONS
                                 For the Three        For the Six
                                 Months Ended        Months Ended
                                    June 30,            June 30,
                                1997      1996      1997    1996 

   Net Income                 $   654   $   629   $ 1,347  $ 1,599
   Earnings Per Share         $   .66   $   .63   $  1.36  $  1.61

For the three and six-month periods ended June 30, 1997, Net
Income increased by $25 (4.0%) and decreased by $252 (15.8%) when
compared to the same 1996 periods. Earnings Per Share increased
$.03 (4.8%) and decreased $.25 (15.5%) when compared to the same
1996 periods. The increase for the three-month period was
primarily attributable to continued strong growth in key business
volumes and expense savings due to employee reductions under
BellSouth Telecommunications' work force reduction plan initiated
in 1995. The increase was partially offset by an after-tax charge
of $47 ($.05 per share) related to a regulatory settlement in
South Carolina (see Note D to the Consolidated Financial
Statements). The decrease for the six-month period resulted
primarily from the $344 gain ($.35 per share) on sale of
BellSouth's paging business (see Note E to the Consolidated
Financial Statements) during the first quarter of 1996, partially
offset in the first half of 1997 by continued strong growth in
key business volumes and expense savings as discussed above.


Volumes of Business

The total number of access lines in service as of June 30, 1997
increased by approximately 996,000 (4.6%) since June 30, 1996 to
22,717,000, compared to a 5.0% rate of increase for the same
period a year ago.  The 1996 growth rate was positively impacted by pre-
Olympics stimulation, particularly in the business line category.
Business and residence access lines increased by 6.4% and 3.8%,
respectively, compared to growth rates of 8.7% and 3.5% in the
same 1996 period. The increase in residence lines includes
additional lines used by customers for home office purposes,
access to on-line computer services, children's phones and other
uses. The number of additional residence lines increased by
396,000 (28.6%) to 1,783,000 and accounted for approximately
69.0% and 39.8% of the overall increase in residence access lines
and total access lines, respectively, since June 30, 1996.  The
growth in all categories of access lines was primarily
attributable to continued economic improvement in the Southeast
and successful marketing programs.

Access minutes of use represent the volume of traffic carried by
interexchange carriers, both interstate and intrastate, using
BellSouth Telecommunications' local facilities.  Total access
minutes of use increased by 2,343 million (10.6%)and 3,838
million (8.8%) for the three and six-month periods ended June 30,
1997, compared to increases of 8.3% and 9.5% for the same 1996
periods. The increase in access minutes of use was primarily
attributable to access line growth, promotions by the
interexchange carriers, and intraLATA toll competition (which has
the effect of increasing access minutes of use while reducing
toll messages carried over BellSouth Telecommunications'
facilities).  The growth rate in total minutes of use continues
to be impacted negatively by competition and the migration of
interexchange carriers to categories of service (e.g., special
access) that have a fixed charge as opposed to a volume-driven
charge and to high capacity services.

Toll messages are comprised of Message Telecommunications Service
and Wide Area Telecommunications Service.  For the three and six
month periods ended June 30, 1997, toll messages decreased by 27
million (10.5%) and 78 million (14.5%), compared to a decrease of
27.0% and 25.5%  for the same 1996 periods.  The decrease in 1997
is primarily attributable to increasing competition from
interexchange carriers in the intraLATA toll market as well as
the continuing expansion of local area calling plans (LACPs).

Competition in the intraLATA toll market coupled with continued
expansion of LACPs will adversely impact future toll message
volumes.  Competition and the effects of expanded LACPs result in
the transfer of calls from toll to access and local service
categories, respectively, but the corresponding revenues are not
generally shifted at commensurate rates.

Domestic cellular customers (equity-weighted) increased by
670,000 (20.7%) since June 30, 1996 to 3,901,000 due to
continuing high demand for wireless services.  The overall
penetration rate (number of customers as a percentage of the
total population in the service territory) increased from 8.1% at
June 30, 1996 to 9.6% at June 30, 1997. While total minutes of
use have also continued to increase, average minutes of use per
cellular customer have declined slightly from second quarter
1996.  Average minutes of use per cellular customer were
negatively impacted by the continuing trend of increased
penetration into lower-usage market segments. This decrease was
partially offset by the impact of customer promotions.

Since June 30, 1996, the number of international cellular
customers (equity-weighted) increased by 808,000 (82.8%) to
1,784,000. Growth in total minutes of use for international
cellular properties remained strong, primarily due to demand
stimulated by market-driven pricing programs, enhanced services
and underdeveloped land-line service. Similar to the domestic
cellular market, average minutes of use per international
customer have been negatively impacted by increased penetration
into lower-usage market segments.

Domestic PCS customers (equity-weighted) totaled 65,000 at June
30, 1997.

Operating Revenues

Total Operating Revenues increased $303 (6.6%) and $607 (6.6%)
for the three- and six-month periods ended June 30, 1997,
respectively, when compared to the same 1996 periods.  Excluding
a $72 reduction of revenues related to a regulatory settlement in
South Carolina, the increases in operating revenues for the three-
and six-month periods would have been 8.1% and 7.4%,
respectively. The components of Total Operating Revenues were as
follows:


                                 For the Three        For the Six
                                 Months Ended        Months Ended
                                   June 30,            June 30,
                                1997      1996      1997      1996
                                                                     
Local Service                   $ 2,068   $ 2,021   $ 4,172   $ 3,951
Interstate Access                   928       871     1,845     1,780
Intrastate Access                   186       202       404       420
Toll                                186       198       360       405
Wireless Communications             815       691     1,580     1,316
Directory Advertising and                                            
 Publishing                         400       367       761       685
Other Services                      340       270       646       604
                                                                     
Total Operating Revenues        $ 4,923   $ 4,620   $ 9,768   $ 9,161

Local Service revenues increased $47 (2.3%) and $221 (5.6%) for
the three- and six-month periods ended June 30, 1997,
respectively, as compared to the same 1996 periods.  The
increases for both periods were due primarily to a 4.6% growth in
access lines in service since June 30, 1996.  Also contributing
for the three- and six-month periods was an increase of $66 and
$133 due to higher customer demand for optional services.  Such
increases were partially offset by rate impacts which reduced
revenues by $90 and $81, respectively, for the three and six-
month periods.  The rate impacts were primarily due to a non-
recurring revenue reduction of $64 related to the local service
portion of the regulatory settlement in South Carolina.

Interstate Access revenues increased $57 (6.5%) and $65 (3.7%)
for the three- and six-month periods ended June 30, 1997,
respectively, as compared to the same 1996 periods.  The
increases for both periods were attributable primarily to growth
in minutes of use of 10.1% and 8.3%, respectively. Also
contributing were increases of $27 and $45 due to higher demand
for special access services and increases in end user charges of
$16 and $30 attributable to growth in the number of access lines.
The increases were partially offset by rate reductions which
decreased revenues by $18 and $69 for the three- and six-month
periods, respectively.

Intrastate Access revenues decreased $16 (7.9%) and $16 (3.8%)
for the three- and six-month periods ended June 30, 1997,
respectively, when compared to the same 1996 periods. These
decreases were primarily due to rate reductions of $35 and $43,
respectively, for the three- and six-month periods. These rate
impacts included a non-recurring revenue reduction of $8
associated with the intrastate access portion of the regulatory
settlement in South Carolina.  These decreases were partially
offset by growth in minutes of use of 12.2% and 10.3%,
respectively.

Toll revenues decreased $12 (6.1%) and $45 (11.1%) for the three-
and six-month periods ended June 30, 1997 when compared to the
same prior year periods.  The decreases were primarily
attributable to a decline in toll messages of 10.5% and 14.5%,
respectively, which reflects increased competition and the
expansion of LACPs.

Wireless Communications revenues include revenues from the
consolidated cellular communications and PCS businesses as well
as revenues from interconnections by unaffiliated cellular and
PCS carriers with BellSouth Telecommunications' network.
(BellSouth's interests in the net income or loss of the
unconsolidated wireless businesses within BellSouth Enterprises,
which are accounted for under the equity method of accounting,
are recorded in Other Income, net.)

Wireless Communications revenues increased $124 (17.9%) and $264
(20.1%) for the three- and six-month periods ended June 30, 1997
when compared to the same 1996 periods.  The increase was
primarily attributable to continued growth of the customer base
in domestic and international cellular markets.

Directory Advertising and Publishing revenues increased $33
(9.0%) and $76 (11.1%) for the three- and six-month periods ended
June 30, 1997 when compared to the same 1996 periods.  The
increases primarily reflect volume growth, price increases and
the reclassification to Operating Expenses of commissions
associated with national accounts.  In addition, for the six-
month period, the increase was also due to adjustments related to
prior years' revenues. The revenue growth rate associated with
increases in volume and pricing for the three- and six-month
periods ended June 30, 1997 were 7.1% and 6.5%, respectively.

Other Services revenues are principally comprised of revenues
from customer premises equipment (CPE) sales and maintenance
services  and other nonregulated services (primarily inside wire,
billing and collection and voice messaging services) offered by
BellSouth Telecommunications.  Other Services revenues increased
$70 (25.9%) and $42 (7.0%) for the three-and six-month periods
ended June 30, 1997 when compared with the same 1996 periods. The
increases for the three- and six-month periods reflect increased
demand and prices for non-regulated services and higher billing-
related fees in the 1997 period. The increase for the six-month
period was partially offset by the effect in 1996 of positive
rate impacts and the sale of a subsidiary which performed
computer maintenance.



Operating Expenses

Total Operating Expenses increased $267 (7.8%) and $401 (5.9%)
for the three- and six-month periods ended June 30, 1997 compared
to the same periods in 1996. The components of Total Operating
Expenses were as follows:

                                 For the Three        For the Six
                                 Months Ended        Months Ended
                                   June 30,            June 30,
                                1997      1996      1997      1996
                                                                     
Depreciation and Amortization $   977   $   917   $ 1,937   $ 1,820
                                                            
Other Operating Expenses:                                   
  Cost of Services and                                      
   Products                     1,536     1,499     2,958     2,967
  Selling, General and                                      
   Administrative               1,186     1,016     2,296     2,003
                                2,722     2,515     5,254     4,970
    Total Operating Expenses  $ 3,699   $ 3,432   $ 7,191   $ 6,790

Depreciation and Amortization increased $60 (6.5%) and $117
(6.4%) for the three- and six-month periods ended June 30, 1997,
respectively, compared to the same periods in 1996.  The
increases were due primarily to higher levels of property, plant
and equipment since June 30, 1996 resulting from continued growth
in the customer base for wireless and wireline services and
continued modernization of the networks.

Other Operating Expenses are comprised of Cost of Services and
Products and Selling, General and Administrative.  Cost of
Services and Products includes employee and employee-related
expenses associated with network repair and maintenance, material
and supplies expense, cost of tangible goods sold and other
expenses associated with providing services.  Selling, General
and Administrative includes expenses related to sales activities
such as salaries, commissions, benefits, travel, marketing and
advertising expenses and administrative expenses.

Other Operating Expenses increased $207 (8.2%) and $284 (5.7%)
for the three- and six-month periods ended June 30, 1997 when
compared to the same 1996 periods.  The increase for the periods
was primarily attributable to increased expenses of $87 and $173
related to sustained growth in the cellular customer base.  Such
increase reflects additional marketing and operational costs
associated with higher levels of sales and expanded operations.
The increase in other operating expenses also reflected higher
expenses associated with the initiation of PCS services of $38
and $72 for the three- and six-month periods, respectively.

At BellSouth Telecommunications, Other Operating Expenses
increased $44 (2.3%) and $15 (0.4%) for the three- and six-month
periods ended June 30, 1997 when compared to the same 1996
periods.  The increases for the periods were primarily
attributable to increased costs in the company's telephone
operations associated with higher business volumes and costs
related to initiatives to compete effectively, including new
service offerings and intensified marketing and advertising.  The
increases were partially offset by reductions of approximately
$67 and $131 in employee-related costs in the core wireline
business, including expenses for employee benefits.  The decrease
in such employee-related costs reflected net employee reductions
in BellSouth Telecommunications' telephone operations of
approximately 3,700 since June 30, 1996, partially offset by
annual compensation increases for management and represented
employees.  The employee reductions were primarily attributable
to a previously-disclosed work force reduction plan.  The
increase for the six-month period in other operating expenses was
further offset by the April 1996 sale of a subsidiary which
performed computer maintenance.


Other Income Statement Items

The other income statement components were as follows:

                                 For the Three        For the Six
                                 Months Ended        Months Ended
                                    June 30,            June 30,
                                1997      1996      1997       1996

Interest Expense                 $187      $174      $370       $354
Gain on Sale of Paging                                       
  Business                         --        --        --        442
Other Income, net                  33        16        26         52
Provision for Income Taxes        416       401       886        912
                                                             

Interest Expense increased $13 (7.5%)  and $16 (4.5%)for the
three- and six-month periods ended June 30, 1997, respectively,
compared to the same periods in 1996.  The increases were
primarily attributable to higher average debt balances and
interest rates on borrowings.

Gain on Sale of Paging Business represents the pre-tax gain on
the sale of BellSouth's paging business in January 1996.

Other Income, net increased $17 and decreased $26 for the three-
and six-month periods ended June 30, 1997, respectively, compared
to the same periods in 1996.  The increase in the three-month
period was primarily attributable to lower net minority interest
deductions and other non-operating items.  The decrease for the
six-month period was primarily attributable to increased equity
in losses of unconsolidated affiliates and other non-operating
items, partially offset by lower net minority interest
deductions.

Equity in losses of unconsolidated affiliates were ($26) and
($69), respectively, for the three- and six-month periods ending
June 30, 1997 compared to ($30) and ($58) for the same periods in
1996.

The lower overall equity in losses of unconsolidated affiliates
for second quarter 1997 reflects more favorable results from
certain unconsolidated international operations, principally in
Germany and Israel.  The improvements were partially offset by
increased losses at other international businesses, principally
Optus Vision, as well as losses incurred by recently acquired
businesses.

The higher overall equity in losses of unconsolidated affiliates
for the six-month period ended June 30, 1997 reflects increased
losses from certain international businesses, principally Optus
Vision, as well as losses incurred by recently acquired
businesses.  Also contributing were lower earnings from
unconsolidated domestic cellular operations. These losses were
partially offset by more favorable results at other
unconsolidated international operations, principally in Germany,
Israel and Venezuela.


Provision for Income Taxes increased $15 (3.7%) for the three-
month period and decreased $26 (2.9%) for the six-month period
ended June 30, 1997 when compared to the same 1996 periods. For
the three- and six-month periods ended June 30, 1997, BellSouth's
effective tax rates were 38.9% and 39.7%, respectively, compared
to 38.9% and 36.3%, respectively, for the same 1996 periods.  The
lower effective tax rate for the six-month period in 1996 was due
primarily to a higher tax than book basis for the paging
business, which resulted in a lower gain on sale for computing
tax expense.

FINANCIAL CONDITION

BellSouth uses the net cash generated from its operations and
external financing to fund capital expenditures, pay dividends
and invest in and operate its existing operations and new
businesses.  While current liabilities exceeded current assets at
both June 30, 1997 and December 31, 1996, BellSouth's sources of
funds -- primarily from operations and, to the extent necessary,
from readily available external financing arrangements -- are
sufficient to meet all current obligations on a timely basis.  In
addition, BellSouth believes such sources of funds will be
sufficient to meet the needs of its business for the foreseeable
future.

                                            For the Six Months
                                              Ended June 30,
                                             1997         1996
Net Cash Provided by Operating Activities   $3,494       $2,556

Operating Activities.  Net cash provided by operating activities
increased $938 (36.7%) in the six-month period ended June 30,1997
when compared to the same 1996 period.  The change is primarily
due to lower cash expenditures for accounts payable and other
current liabilities.  The increase is also due to a $323 increase
in operating income before depreciation and amortization.

                                            For the Six Months
                                              Ended June 30,
                                             1997         1996
Net Cash Used for Investing Activities      $(2,457)     $(1,451)

Investing Activities.  BellSouth's primary use of capital
resources continues to be for capital expenditures to support
development of the wireline and wireless networks.  Net cash used
for investing activities increased $1,006 (69.3%) in the first
six months of 1997 when compared to the same 1996 period.  The
increase was primarily due to $930 in cash received during 1996
from the sale of the paging business.

Internal sources provided substantially all cash required for
capital expenditures in the first six months of 1997.  For the
remainder of 1997, BellSouth expects to continue to finance
capital expenditures primarily through internally generated
funds, and, to the extent necessary, from external sources.

                                            For the Six Months
                                              Ended June 30,
                                             1997         1996
Net Cash Used for Financing Activities      $(907)      $(1,647)

Financing Activities.  Net cash used for financing activities
decreased $740 (44.9%) in the first six months of 1997 compared
to the same period last year.  The decrease reflects the 1996
repayment of $485 in debentures as well as higher net repayments
of $300 in short-term debt in the 1996 period.

BellSouth's debt to total capitalization ratio decreased to 41.8%
at June 30, 1997 from 43.5% at December 31, 1996.  The decrease
was primarily caused by an increase in stockholders' equity
resulting from undistributed earnings.

In July 1997, BellSouth issued $500 of 7.12% debentures due July
15, 2097.  The purpose of this issuance was to fund investments
in unconsolidated international affiliates and to retire
commercial paper and for general corporate purposes.  After
giving effect to this transaction, shelf registration statements
were on file with the Securities and Exchange Commission under
which $1,427 of debt securities could be publicly offered.


REGULATORY DEVELOPMENTS AND COMPETITION

Federal Developments

On May 7, 1997, the Federal Communications Commission (FCC)
adopted orders regarding revisions to the Local Exchange Carrier
(LEC) price cap plan, access charge reform and the establishment
of a universal service fund.  The orders on  the LEC price cap
plan and access charge reform resulted in access rate reductions
and affect both per-line and per-minute-of-use charges. The
access charge reductions resulted primarily from a FCC-mandated
increase in the price cap productivity factor from 5.3%  to 6.5%
with no sharing.  The new rates went into effect beginning July
1, 1997 and are computed as if the 6.5% productivity factor had
been in effect when current rates were set on July 1, 1996.

The order also includes increases in subscriber line charges
(SLCs) and the establishment of a presubscribed interexchange
carrier charge (PICC).  SLCs remain unchanged for primary
residential and single-line business access lines.  SLCs for
additional residential access lines and multi-line business
access lines will be permitted to increase to the lower of cost
or $9.00 per line over varying phase-in schedules beginning in
July 1997 and ending in 1999.  PICCs are per-line rates charged
to interexchange carriers for recovery of non-traffic-sensitive
costs not covered by SLCs and are scheduled to begin in 1998.

The universal service order deferred implementation of any
changes to the support mechanisms currently in place to subsidize
the provision of services to high-cost areas until January 1,
1999.  The new support mechanism, when implemented in 1999, will
be based on forward looking economic costs; however, proposed
cost models have yet to be adopted.  A new proceeding was
initiated in June 1997 to select a model by the end of 1997 with
final FCC action expected in 1998.

The order also established significant discounts to be provided
to eligible schools, libraries and rural health care providers
for all telecommunications services, internal connections and
internet services.  Industry-wide annual costs of the program are
to be capped at $2,650 and are to be funded out of the universal
service fund. Local and interexchange carriers' contributions to
the education and health care fund would be assessed by the
administrator of the fund on the basis of their intrastate and
interstate end-user revenues.

All of the orders were appealed to the U.S. Court of Appeals and
until all challenges to these orders have been concluded, it will
not be possible to determine the impact that these orders will
have on BellSouth's financial position or annual operating
results or cash flows.

On July 18, 1997, the United States Court of Appeals for the
Eighth Circuit ruled on the appeal of the FCC's August 8, 1996
order concerning interconnection.  The Court ruled that State
Commissions have exclusive jurisdiction to set prices for local
service interconnection, unbundled network elements and local
service resale without interference by the FCC.  In addition, the
Court vacated other aspects of the Order including the FCC's
"pick and choose" rule which allowed competing local carriers to
select terms from various different interconnection agreements in
negotiating their own interconnection agreements.  The Court also
rejected the Order's requirement that Incumbent Local Exchange
Carriers (ILECs) submit pre-1996 interconnection agreements to
the state commissions for approval and the presumption that any
network element that can be technically unbundled must be
unbundled.  Finally, the Court rejected the requirement that
ILECs physically recombine unbundled network elements for
competing local carriers and only required that such elements be
made available for rebundling.

Certain aspects of the Order were upheld by the Court including
the ability of the competing local carriers to recombine network
elements to produce complete telecommunications services without
providing any of their own facilities.  The Court also affirmed
the FCC's classification of operations support systems, operator
services, directory assistance and vertical switching features as
unbundled network elements.  The Court also upheld the FCC's
definition of "technically feasible" interconnection to exclude
all economic considerations.  Finally, the Court declined to rule
on whether or not the Total Element Long Run Incremental Cost
(TELRIC) pricing methodology was inconsistent with the statutes
leaving the state commissions to rule on that decision.

A final order has not yet been issued by the Court.  Until such
time as a final order is issued, it will not be possible to
determine what, if any, challenges to the Order will be made.
BellSouth has not yet determined what impact the Order will have
on its financial position or annual operating results or cash
flows.




State Developments

South Carolina Regulatory Settlement

See Note D to the Consolidated Financial Statements.

OTHER MATTERS

Sale of Operations

In July 1997, BellSouth entered into an agreement to sell its
24.5% interest in Optus Communications to Cable and Wireless, a
U.K. Telecommunications company.  Under the agreement, BellSouth
will receive approximately $735 in cash for its 490 million
shares in Optus Communications.  In addition, BellSouth will
receive either a 22.3% interest in Occidente y Caribe Celular
S.A. (Occel), a cellular communications company located in
Colombia or the equivalent value of that interest in cash.  The
agreement is subject to government approval and is expected to
close in the third quarter of 1997.

In July 1997, BellSouth sold its 20% ownership interest in ITT
World Directories Inc. to ITT Corporation for total proceeds of
$265.

BellSouth estimates these transactions will result in an
aggregate after-tax gain of between $475 and $525 ($.48 to $.53
per share) to be recorded in the third quarter of 1997.

Brazil Wireless Auctions

In July 1997, BellSouth and several partners were awarded a
license to operate cellular services in Sao Paulo, Brazil, a city
with a population of approximately 18 million.  BellSouth and its
partners bid approximately $2,500 for the license and, in
addition, expect to invest approximately $500 to build the Sao
Paulo wireless network.  BellSouth currently holds a 46% interest
in the partnership; however, this interest may be reduced to as
low as approximately 37% as other potential partners to the
consortium finalize their investment interests.

In August 1997, BellSouth and several partners were awarded a
license to operate cellular services in a six-state region in
northeastern Brazil.  The territory has a total population of
approximately 25 million.  BellSouth and its partners bid $512
for the license and, in addition, expect to invest approximately
$450 to build the wireless network.  BellSouth currently holds an
approximate 42% interest in the partnership and does not
anticipate any material change to that interest as other
potential partners to the consortium finalize their investment
interests.

Competitive Local Exchange Carrier

BellSouth has announced plans to form a competitive local
exchange carrier (CLEC) that would operate as a subsidiary
separate from BellSouth Telecommunications.  Subject to
regulatory approval in the states in which it intends to provide
service, the BellSouth CLEC would have the same flexibility as
other non-affiliated carriers to bundle and resell services
provided by ILECs, including BellSouth Telecommunications, and
other telecommunications service providers.  The BellSouth CLEC
plans to compete for customers within the local wireline
territory of BellSouth Telecommunications and elsewhere.

                  PART II -- OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

     BellSouth's 1996 Annual Meeting was held on April 28, 1997.
At the meeting the following items were submitted to a vote of
the shareholders.

Election of Directors
     The following directors were elected with not less than
97.2% of the votes cast to serve terms expiring in 2000, except
for John L. Clendenin whose term was extended to December 30,
1997:

                                        For              Withheld

J. Hyatt Brown                      766,339,425        20,931,972
Phyllis Burke Davis                 765,885,983        21,385,414
Robin B. Smith                      765,768,596        21,502,801
John L. Clendenin                   766,254,640        21,016,757


     The vote for the nomination of Mr. Blankenship for Director
as proposed at the Annual Meeting:

                                        For             Withheld

Hubert C. Blankenship                  52,234         787,219,163


Ratification of Coopers & Lybrand L.L.P. as Independent Auditors:


     For               Against            Abstain
  773,289,464         8,293,651          5,688,282



Shareholder Proposal Regarding Officer Incentives:
                                                         Broker
     For               Against            Abstain       Non-Votes
   92,129,589       564,313,586         23,285,583     107,542,639


Amendment of By-laws of the Company brought before the meeting by
a shareholder motion from the floor:


     For               Against            Abstain
    51,632          787,151,557           68,208



Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits:

  Exhibit
  Number
  
  4a        No instrument which defines the rights of holders of
             long and intermediate term debt of BellSouth
             Corporation is filed herewith pursuant to Regulation S-
             K, Item 601(b)(4)(iii)(A).  Pursuant to this
             regulation, BellSouth Corporation hereby agrees to
             furnish a copy of any such instrument to the SEC upon
             request.
  
  10w-2     Amendment dated June 24, 1997 to the BellSouth
             Retirement Savings Plan.
  
  11        Computation of Earnings Per Common Share.
  
  12        Computation of Ratio of Earnings to Fixed Charges.
  
  27        Financial Data Schedule.
  

(b) Reports on Form 8-K:

      Date of Event          Subject

      July 1, 1997          Sale of Optus Communications, Sale of
                            ITT World Directories, Second Quarter
                            1997 Earnings Release and 1997-1998
                            Financial Projection

      July 9, 1997          Brazil Cellular License Auction

      July 24, 1997         Filing of Form of Debenture

                            SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
                                                                 
                                                                 
                                            BELLSOUTH CORPORATION
                                                                 
                                    By    /s/  W. Patrick Shannon
                                               W. PATRICK SHANNON
                                    Vice President and Controller


August 15, 1997
                          EXHIBIT INDEX

  Exhibit
  Number
  
  
  10w-2  Amendment dated June 24, 1997 to the BellSouth
          Retirement Savings Plan.
  
  11     Computation of Earnings Per Common Share.
  
  12     Computation of Ratio of Earnings to Fixed Charges.
  
  27     Financial Data Schedule.